UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ 13February 8, 2011

SONIC SOLUTIONS

(Exact name of registrant as specified in its charter)

California		23190		93-0925818
(State or other jurisdiction of organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

7250 Redwood Blvd., Suite 300, Novato, CA	94945
7250 Redwood Blvd., Suite 300 Novato, CA		94945
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)
Registrant's telephone number, including area code:		(415) 893-8000

Registrant's telephone number, including area code: (415) 893-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 5~~ITEM 2.02. RESULTS ~~Departure~~OF ofOPERATIONS ~~Directors~~AND orFINANCIAL ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~CONDITION

On ~~January~~February 138, 2011, Sonic Solutions (“Sonic”) ~~entered~~issued ~~into~~a anpress ~~Amended~~release ~~and~~regarding ~~Restated~~its ~~Change~~financial inresults ~~Control~~for ~~Agreement~~the ~~with~~third ~~Matthew~~fiscal S.quarter ~~DiMaria,~~ended ~~effective as of~~ December 31, 2010. A ~~(the~~copy ~~“DiMaria~~of ~~CIC Agreement”), which amends and restates~~ the ~~terms~~press ~~of his~~release, ~~original offer letter~~ dated ~~March~~February 188, ~~2009~~2011 ~~with~~is ~~respect to~~attached ~~changes-in-control.~~hereto ~~Mr. DiMaria currently serves~~ as ~~Sonic’s~~Exhibit ~~Executive Vice President and General Manager of the Roxio Product Group~~99.1.

The ~~DiMaria~~information ~~CIC Agreement provides that (i)~~ in ~~the~~this ~~event~~Item ~~of a Change in Control, all unvested Sonic stock options, Sonic restricted stock units or other equity compensation held by Mr~~2.02 ~~DiMaria at the time~~ of ~~such~~Form ~~Change~~8-K ~~in Control will immediately vest in full;~~ and ~~(ii)~~Exhibit Sonic will make a lump sum payment equal to 100% of his annual base salary at the level in effect at the time of the Change in Control at the earlier of (y) 180 days after the Change in Control, and (z) Mr99.1 ~~DiMaria’s~~attached ~~termination~~hereto ~~of employment (other than termination by Sonic or its~~is ~~successor with Cause or voluntary termination by Mr. DiMaria without Good Reason). For purposes of the DiMaria CIC Agreement, (a) “Cause” means~~ being ~~convicted~~ offurnished ~~any felony under federal or state law, any fraud, misappropriation or embezzlement, or violation of Sonic’s Proprietary Information~~ and ~~Inventions Agreement~~shall ornot ~~Code~~be ofdeemed ~~Business Conduct; (b)~~ “~~Change in Control~~filed” ~~means~~for ~~a transaction~~the orpurposes ~~series~~ of ~~related~~Section ~~transactions that results in a sale of all or~~18 ~~substantially all~~ of the ~~assets~~Securities ofExchange ~~either~~Act ~~Sonic~~of ~~as a whole~~1934, ~~or the Roxio Product Group~~ as ~~a unit~~amended, ~~to a third party, the transfer of 50%~~ or ~~more~~otherwise ofsubject ~~the outstanding voting power of Sonic~~ to ~~a third party, or~~ the ~~acquisition by a~~ ~~third~~liabilities ~~party, by reason~~ of ~~any~~that ~~contractual~~Section. ~~arrangement~~The orinformation ~~understanding~~in ~~with~~this ~~one or~~Item ~~more~~2.02 ~~persons or entities,~~ of ~~the~~Form ~~right~~8-K orand Exhibit ~~power~~99.1 toshall ~~appoint~~not ~~or cause to~~ be ~~appointed~~ aincorporated ~~majority~~by ofreference ~~the~~into ~~directors~~any ~~or officers of Sonic; (c) “Good Reason”~~registration ~~means~~statement ~~a material adverse change in Mr. DiMaria’s authority, duties,~~ or ~~responsibilities~~ asother ~~Executive~~document ~~Vice~~filed ~~President~~pursuant ~~and~~to ~~General Manager of~~ the ~~Roxio Product~~Securities ~~Group,~~Act ~~unless Mr. DiMaria consents in writing to such change, a reduction in his level~~ of ~~base salary~~1933, ~~or a relocation of his principal place of~~as ~~employment by more than 50 miles~~amended, orexcept ~~termination~~ as ashall ~~result~~be ofexpressly ~~death~~set ~~or Disability;~~forth ~~and (d) “Disability” means Mr. DiMaria’s inability to perform the normal and usual duties of his position~~ by ~~reason~~specific ofreference ~~any physical or medical impairment which is reasonably expected to result~~ in ~~death~~such ~~or continue for~~ a ~~period of 12 consecutive months or more~~filing.

~~The~~ITEM foregoing description of the DiMaria CIC Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the complete DiMaria CIC Agreement, which is attached as Exhibit 109.101. FINANCIAL toSTATEMENTS ~~this~~AND ~~Form 8-K~~EXHIBITS.

~~Item 9.01 Financial Statements and~~ (d) Exhibits

~~(d) Exhibit~~The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit	~~Exhibit~~	Description	~~Description~~
	10.1		Amended and Restated Change in Control Agreement, effective as of January 13, 2011.
99.1		Press Release of Sonic Solutions dated February 8, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 13, 2011

	SONIC SOLUTIONS

Date: February 8, 2011	By:	/s/ Paul F. Norris
		Name: Paul F. Norris
		Title: Executive Vice President, Chief Financial Officer and General Counsel

SONIC SOLUTIONS By: /s/ Paul F. Norris Name: Paul F. Norris Title: Executive Vice President, Chief Financial Officer and General Counsel

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